-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TB6pIWsZSy6GtotVdSD5xpABlPVZjNtevwf/kHk50OZ3mJFPSCNJwrmelqhIgMVu vWTB8kxMq/20d4nzKYIcLA== 0000800460-96-000002.txt : 19960207 0000800460-96-000002.hdr.sgml : 19960207 ACCESSION NUMBER: 0000800460-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951030 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICRO DEVICES CORP CENTRAL INDEX KEY: 0000800460 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942672609 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15449 FILM NUMBER: 96511382 BUSINESS ADDRESS: STREET 1: 215 TOPAZ ST CITY: MILPITAS STATE: CA ZIP: 95035-5430 BUSINESS PHONE: 4082633214 MAIL ADDRESS: STREET 1: 215 TOPAZ STREET STREET 2: 215 TOPAZ STREET CITY: MILPITAS STATE: CA ZIP: 95035-5430 8-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 1996 California Micro Devices Corporation ---------------------------------------------------- (Exact name of registrant as specified in its charter) California 33-399-77 94-2672609 - ---------------------------- ----------- ----------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 215 Topaz Street, Milpitas, CA 95035-5430 -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408)263-3214 Not Applicable - ---------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits --------------------------------- On January 23, 1996, California Micro Devices Corporation (the "Company") released certain information regarding the Company's third quarter 1996 financials. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 5, 1996 CALIFORNIA MICRO DEVICES CORPORATION By: /s/Scott Hover-Smoot -------------------- Scott Hover-Smoot Secretary NENEWS RELEASE Company: Jeffrey C. Kalb Contact: President and CEO (408) 263-3214 Agency: Ira Weingarten Contact: Equity Communications (805) 897-1880 For immediate release CMD REPORTS CONTINUED GROWTH ---------------------------- Milpitas, CA, January 23, 1996 -- California Micro Devices Corporation (Nasdaq NMS: CAMD), headquartered here, today reported net income of $2.7 million, or $0.24 per share, on revenues of $10.6 million, for the third fiscal quarter ended December 31, 1995. This compares with a loss of $3.0 million, or ($0.35) per share, on revenues of $8.2 million for the three month period ended December 31, 1994. Average shares and share equivalents outstanding increased to 10,946,000 from 8,551,000 at December 31, 1994, including 1,500,000 shares held in trust for the tentative settlement of class action shareholder lawsuits. Third quarter results included a one-time gain of $1.6 million, or $0.14 per share, from the previously announced sale of CMD's interest in Cell Access. Had this transaction not occurred, third quarter net income would have been $1.1 million, or $0.10 per share. For the nine months ended December 31, 1995, the Company reported net income of $4.0 million or $0.38 per share (including the Cell Access gain), on revenues of $28.9 million. This compares with a loss of $12.0 million, or ($1.40) per share, on revenues of $28.1 million for the nine months ended December 31, 1994. According to Jeffrey Kalb, CMD president and chief executive officer, "We are pleased with the continued rapid growth of sales and earnings. Product sales increased 10% sequentially, primarily as a result of new programs, and operating earnings showed a 34% sequential increase, in spite of continuing heavy legal costs. We expect ongoing improvement in our operations, but the pace of sales growth may be slowed somewhat in the near term by the widely anticipated flatness in the personal computer industry. PC's continue to be the most significant market for CMD products, and some of our customers have high inventories. On the other hand, we have seen significant order and sales growth in portable communication, which has been a key new product focus area for CMD. With the size, cost and performance advantages the Company can provide, this could become a significant portion of CMD's business quite rapidly. During the quarter, CMD began to produce some revenue from foundry operations, producing wafers for other companies. Based on this initial success, the Company plans to expand the program to include additional customers and projects. In this way, CMD can utilize some of its excess capacity and enhance the engineering and manufacturing capabilities in its Tempe, Arizona operation." Net product sales totaled $10.3 million for the fiscal 1996 third quarter, ended December 31, 1995, an increase of 38% compared with $7.4 million during the quarter ended December 31, 1994. Technology related revenues were $380,000 compared with $713,000 in the year earlier quarter. For the three months ended December 31, 1995, gross margins on product sales increased to 42% of product sales compared to 13% in the year earlier period due to improved operating efficiencies and increased sales of higher margin thin film products. Operating expenses remain high primarily due to over $300,000 of legal costs incurred in the quarter that were associated with shareholder litigation and related matters. For the nine months ended December 31, 1995, product sales increased 31% to $27.9 million compared with $21.4 million in the year earlier period. Technology related revenue was $990,000 compared with $6.7 million during the nine months ended December 31, 1994, due to a one-time sale of technology to Hitachi Metals, Ltd. during the quarter ended June 30, 1994. For the nine months ended December 31, 1995, gross margins on product sales were 43% of sales. Gross margins for the year earlier nine-month period were negative due to inventory write-downs and warranty reserves booked in the quarter ended June 30, 1994 (as restated). Operating expenses during the nine months ended December 31, 1995, were negatively impacted by approximately $900,000 of legal costs associated with shareholder litigation and other matters. The nine months ended December 31, 1994, included a $835,000 charge, or ($0.10) per share, reflecting the cumulative effect of change in accounting principle related to a change in the method of recognizing revenue on sales to distributors. California Micro Devices is a designer, manufacturer and marketer of integrated passive and active electronic components. CMD'S silicon-based, thin film products are smaller, faster and integrate well into the major electronic industry trends toward smaller, portable equipment, higher frequencies and greater functionality. Statements contained herein which are not historical facts are forward looking statements. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements involve a number of risks and uncertainties including, but not limited to, product demand, pricing, market acceptance, risk of dependence on third party suppliers, intellectual property rights and litigation, risks in product and technology development and other risk factors detailed in the CMD's Securities and Exchange Commission filings. CALIFORNIA MICRO DEVICES CORPORATION STATEMENTS OF OPERATIONS (unaudited) (Amounts in thousands except per share data) Three Months Ended Nine Months Ended December 31, December 31, ----------------- ---------------- 1995 1994 1995 1994 -------- ------- ------- ------ Revenues: (restated) Net product sales $10,252 $7,440 $27,918 $21,376 Technology related revenues 380 713 990 6,688 ------ ----- ------ ------ Total revenues 10,632 8,153 28,908 28,064 Cost and expenses: Cost of sales 5,912 6,461 15,979 28,972 Research and development 822 841 2,483 2,606 Selling, marketing and administrative 2,837 3,462 8,039 7,641 ------ ------ ------ ------ Total costs and expenses 9,571 10,764 26,501 39,219 ------ ------ ------ ------ Operating income (loss) 1,061 (2,611) 2,407 (11,155) Other expense, net (1,620) 349 (1,626) 557 ------ ----- ------ ------ Income (loss) before income taxes 2,681 (2,960) 4,033 (11,712) Income taxes (benefit) - - - (578) ------ ------ ------ ------ Income (loss) before change in accounting principle 2,681 (2,960) 4,033 (11,134) Cumulative effect of change in accounting principle - - - 835 Net income (loss) $2,681 ($2,960) $4,033 ($11,969) ====== ====== ======= ======= Earnings per share: Income (loss) before cumulative effect of change in accounting $0.24 ($0.35) $0.38 ($1.30) Cumulative effect of change in accounting principle - - - (0.10) ------ ------ ------ ------- Net income (loss) per share $0.24 ($0.35) $0.38 ($1.40) ====== ====== ====== ====== Weighted average common shares and share equivalents outstanding 10,946 8,551 10,553 8,540 ====== ====== ====== ====== NOTE: Earnings for the three months and nine months ended December 31, 1995, include a one-time gain of $1,576,000, or $0.14 per share, related to the Company's previously announced sale of it's interest in Cell Access. CALIFORNIA MICRO DEVICES CORPORATION BALANCE SHEETS (unaudited) (Amounts in thousands) Dec. 31, March 31, 1995 1995 --------- ---------- ASSETS: Current assets: Cash and securities $22,257 $18,960 Accounts receivable 5,757 3,203 Inventories 5,724 4,747 Refundable income taxes and other 467 5,445 ------- ------- Total current assets 34,205 32,355 Property, plant & equipment, net 9,078 6,665 Restricted cash 1,213 989 Other long term assets 649 679 ------- ------- Total assets $45,145 $40,688 ======= ======= LIABILITIES & SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable $ 2,960 $ 2,725 Accrued salaries and benefits 1,185 560 Other accrued liabilities 4,934 3,748 Deferred margin on shipments to distributors 1,043 1,157 Current portion of long-term debt and capital leases 1,769 2,516 ------- ------- Total current liabilities 11,891 10,706 Long-term debt, less current maturities 7,700 7,923 Capital lease obligations, less current maturites 304 1,278 Deferred income 107 136 ------- ------- Total liabilities 20,002 20,043 Shareholders' equity 25,143 20,645 ------- ------- Total liabilities and shareholders' equity $45,145 $40,688 ======= ======= -----END PRIVACY-ENHANCED MESSAGE-----